EXHIBIT 10.2
FORM OF LOCK-UP AGREEMENT
November 4, 1998
Research Partners International, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
The undersigned stockholder, officer and/or director of Research Partners
International, Inc. ("Company"), in consideration of the merger ("Merger")
contemplated by that Agreement and Plan of Merger of even date herewith among
the Company, RPII Acquisition Corp., a wholly owned subsidiary of the Company,
Xxxxxx, Xxxxxxx Inc. and those persons named on the signature page thereof
("Merger Agreement"), hereby agrees that, without the Company's written consent,
for a period of 24 months from the Effective Time of the Merger (as such term is
defined in the Merger Agreement), the undersigned will not offer, sell, give
away, pledge, hypothecate or otherwise dispose of any shares of Common Stock of
the Company now owned or hereafter acquired, whether beneficially* or of record,
by the undersigned, including, but not limited to shares of Common Stock
acquired upon exercise of options or warrants or acquired upon conversion of any
other securities owned by the undersigned (collectively, the "Shares").
Notwithstanding the foregoing, the undersigned shall be entitled to transfer
Shares to members of his immediate family and trusts formed for their benefit if
the transferee agrees to be bound by the terms hereof.
This agreement shall terminate and be of no further force or effect upon
the termination of the Merger Agreement in accordance with its terms.
The undersigned will cause:
1. A copy of this Agreement to be available from the Company or the
Company's transfer agent upon request and without charge;
2. A notice to be placed on the face of each stock certificate for Shares
stating that the transfer of the Shares is restricted in accordance with the
conditions set forth on the reverse side of the certificate; and
--------
* It is agreed that, for purposes of this letter, the undersigned (a)
beneficially owns, among other shares, any shares owned by (i) members
of his immediate family under the age of 21 or residing in the same
primary residence as the undersigned and (ii) any person or entity
controlled by the undersigned or under common control with the
undersigned; but (b) does not beneficially own any shares owned by any
"private charitable foundation" formed under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.
3. A typed legend to be placed on the reverse side of each stock
certificate representing Shares which states that the sale or transfer of the
Shares is subject to certain restrictions pursuant to an agreement between the
stockholder and the Company, which agreement is on file with the Company and the
stock transfer agent from which a copy is available upon request and without
charge.
Very truly yours,
-----------------------------------
Signature
-----------------------------------
Print Name
